Common use of Environmental Status Clause in Contracts

Environmental Status. Except as disclosed on Schedule 11.16 hereto, (i) the operations of the Company and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) the Company and each of its Subsidiaries have no environmental, health and safety Permits and to the best of the Company's knowledge, no such permits are necessary for its operation; (iii) the Company and each of its Subsidiaries and all of their present Facilities or operations, as well as to the knowledge of the Company and its Subsidiaries their past Facilities or operations, are not subject to any outstanding written order or agreement with any governmental authority or private party respecting (a) any Environmental Laws, (b) any Remedial Action, or (c) any Environmental Claims arising from the Release of a Hazardous Material into the environment; (iv) none of the operations of the Company or any of its Subsidiaries is subject to any judicial or administrative proceeding under any Environmental Law; (v) to the best of the knowledge of the Company and its Subsidiaries, none of the operations of the Company or any of its Subsidiaries is the subject of any Federal or state investigation evaluating whether any Remedial Action is needed to respond to a Release of any Hazardous Material into the environment in violation of any Environmental Law; (vi) neither the Company nor any of its Subsidiaries or to the knowledge of the Company and its Subsidiaries any predecessor of the Company or any Subsidiary has filed any notice under Environmental Law indicating past or present treatment, storage, or disposal of a hazardous waste in violation of any Environmental Law or reporting a Release of a Hazardous Material into the environment; (vii) to the best of the knowledge of the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Material into the environment; (viii) none of the Company's or any Subsidiary's operations involve the generation, transportation, treatment or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any applicable state equivalent; (ix) neither the Company nor any of its Subsidiaries has disposed of any Hazardous Material by placing it in or on the ground or waters of any premises owned, leased or used by the Company or such Subsidiary and to the knowledge of the Company and its Subsidiaries neither has any lessee, prior owner, or other person; (x) to the best knowledge of the Company no underground storage tanks or surface impoundments, as referred to in the Environmental Laws, are on the Company's or any of its Subsidiaries' Facilities; and (xi) to the best knowledge of the Company no Lien in favor of any governmental authority for (A) any liability under Environmental Laws or regulations, or (B) damages arising from or costs incurred by such governmental authority in response to a Release of a Hazardous Material into the environment, has been filed or attached to the Company's or any of its Subsidiaries' Facilities; provided that a breach of a representation under this Section 11.16 by the Company or any of its Subsidiaries shall not constitute an Event of Default under Section 10.1 unless such breach may reasonably be expected to result in liability to the Company or any of its Subsidiaries in excess of $100,000 or result in a Material Adverse Effect. The foregoing representations and warranties shall survive the expiration or earlier termination of this Agreement until such time as the environmental indemnity referred to in Section 8.16 hereof is terminated.

Environmental Status. Except as disclosed on described in Schedule 11.16 -------------------- -------- 4.23 hereto, : (iA) the operations of the Company MDI and each of its Subsidiaries comply are and have been in all material respects ---- compliance with all applicable Environmental Laws; (iiB) the Company MDI and each of its Subsidiaries have no environmentalobtained all permits, health approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("Environmental Permits") and safety Permits are and to the best of the Company's knowledge, no such permits are necessary for its operation--------------------- have been in compliance with their requirements; (iiiC) such Environmental Permits do not, in connection with the Company and each of its Subsidiaries and all of their present Facilities Merger, require the consent or operationsapproval of, as well as to the knowledge of the Company and its Subsidiaries their past Facilities or operationsany filing with or notice to, are not subject to any outstanding written order or agreement with any governmental authority or private party respecting (a) any Environmental Laws, (b) any Remedial Action, or (c) any Environmental Claims arising from the Release of a Hazardous Material into the environmentauthority; (ivD) none there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are being or have been treated, stored or disposed of the operations of the Company on any owned or leased real property or on any real property formerly owned, leased or occupied by MDI or any of its Subsidiaries is subject to any judicial or administrative proceeding under any Environmental LawSubsidiaries; (vE) to the best there is no asbestos or asbestos-containing material on any owned or leased real property in violation of the knowledge of the Company applicable Environmental Laws; (F) MDI and its SubsidiariesSubsidiaries have not released, none discharged or disposed of the operations of the Company Hazardous Substances at any real property owned by any third party except in compliance with Environmental Laws or any real property owned or leased or on any real property formerly owned or leased by MDI or any of its Subsidiaries subsidiaries and none of such property is the subject of any Federal or state investigation evaluating whether any Remedial Action is needed to respond to a Release of contaminated with any Hazardous Material into the environment in violation of any Environmental LawSubstances; (viG) neither the Company MDI nor any of its Subsidiaries or to the knowledge of the Company subsidiaries is undertaking, and its Subsidiaries any predecessor of the Company or any Subsidiary has filed any notice under Environmental Law indicating past or present treatment, storage, or disposal of a hazardous waste in violation of any Environmental Law or reporting a Release of a Hazardous Material into the environment; (vii) to the best of the knowledge of the Company and its Subsidiaries, neither the Company MDI nor any of its Subsidiaries has completed, any contingent liability in connection with investigation or assessment or remedial or response action relating to any Release of any Hazardous Material into the environment; (viii) none of the Company's or any Subsidiary's operations involve the generationsuch release, transportation, treatment discharge or disposal of hazardous wasteor contamination with Hazardous Substances at any site, as defined under 40 C.F.R. Parts 260-270 location or any applicable state equivalent; (ix) neither operation, either voluntarily or pursuant to the Company nor any of its Subsidiaries has disposed order of any Hazardous Material by placing it in governmental authority or on the ground or waters requirements of any premises ownedEnvironmental Law; and (H) there are no past or pending or, leased or used by the Company or such Subsidiary and to the knowledge of the Company and its Subsidiaries neither has Stockholder or MDI, threatened actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any lessee, prior owner, or other person; (x) way to the best knowledge of the Company no underground storage tanks or surface impoundments, as referred to in the Environmental Laws, are on the Company's any Environmental Permits or any of its Subsidiaries' Facilities; and (xi) to the best knowledge of the Company no Lien in favor of any governmental authority for (A) any liability under Environmental Laws or regulations, or (B) damages arising from or costs incurred by such governmental authority in response to a Release of a Hazardous Material into the environment, has been filed or attached to the Company's or any of its Subsidiaries' Facilities; provided that a breach of a representation under this Section 11.16 by the Company Substances against MDI or any of its Subsidiaries shall not constitute an Event or any of Default under Section 10.1 unless such breach may reasonably their property which are outstanding or have been outstanding during the past two years, and there are no circumstances that could be expected to result in liability to form the Company or basis for any of the foregoing. MDI and its Subsidiaries have made available to USD copies of any environmental reports, studies or analyses in excess its possession relating to owned or leased real property or the operations of $100,000 MDI or result in a Material Adverse Effect. The foregoing representations and warranties shall survive the expiration or earlier termination of this Agreement until such time as the environmental indemnity referred to in Section 8.16 hereof is terminatedits Subsidiaries.

Environmental Status. Except as disclosed on described in Schedule 11.16 hereto, 4.23: (i) the operations of the Company MDI and each of its Subsidiaries comply are and have been in all material respects compliance with all applicable Environmental Laws; (ii) the Company MDI and each of its Subsidiaries have no environmentalobtained all permits, health approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("Environmental Permits") and safety Permits are and to the best of the Company's knowledge, no such permits are necessary for its operationhave been in compliance with their requirements; (iii) such Environmental Permits do not, in connection with the Company and each of its Subsidiaries and all of their present Facilities Transactions, require the consent or operationsapproval of, as well as to the knowledge of the Company and its Subsidiaries their past Facilities or operationsany filing with or notice to, are not subject to any outstanding written order or agreement with any governmental authority or private party respecting (a) any Environmental Laws, (b) any Remedial Action, or (c) any Environmental Claims arising from the Release of a Hazardous Material into the environmentauthority; (iv) there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are being or have been treated, stored or disposed of on any owned or leased real property or on any real property formerly owned, leased or occupied by, MDI or any of its Subsidiaries; (v) there is no asbestos or asbestos-containing material on any owned or leased real property in violation of applicable Environmental Laws; (vi) MDI and its Subsidiaries have not released, discharged or disposed of Hazardous Substances at any real property owned by any third party except in compliance with Environmental Laws or any real property owned or leased or on any real property formerly owned or leased by MDI or any of its subsidiaries and none of the operations of the Company or such property is contaminated with any Hazardous Substances; (vii) neither MDI nor any of its Subsidiaries is subject to any judicial or administrative proceeding under any Environmental Law; (v) to the best of the knowledge of the Company undertaking, and its Subsidiaries, none of the operations of the Company or any of its Subsidiaries is the subject of any Federal or state investigation evaluating whether any Remedial Action is needed to respond to a Release of any Hazardous Material into the environment in violation of any Environmental Law; (vi) neither the Company nor any of its Subsidiaries or to the knowledge of the Company and its Subsidiaries any predecessor of the Company or any Subsidiary has filed any notice under Environmental Law indicating past or present treatment, storage, or disposal of a hazardous waste in violation of any Environmental Law or reporting a Release of a Hazardous Material into the environment; (vii) to the best of the knowledge of the Company and its Subsidiaries, neither the Company MDI nor any of its Subsidiaries has completed, any contingent liability in connection investigation or assessment or remedial or response action relating to any such release, discharge or disposal of or contamination with Hazardous Substances at any Release site, location or operation, either voluntarily or pursuant to the order of any Hazardous Material into governmental authority or the environmentrequirements of any Environmental Law; and (viii) none of the Company's there are no past or any Subsidiary's operations involve the generationpending or, transportation, treatment or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any applicable state equivalent; (ix) neither the Company nor any of its Subsidiaries has disposed of any Hazardous Material by placing it in or on the ground or waters of any premises owned, leased or used by the Company or such Subsidiary and to the knowledge of the Company and its Subsidiaries neither has Stockholder or MDI, threatened actions, suits, demands, demand letters, claims, Liens,notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any lessee, prior owner, or other person; (x) way to the best knowledge of the Company no underground storage tanks or surface impoundments, as referred to in the Environmental Laws, are on the Company's any Environmental Permits or any of its Subsidiaries' Facilities; and (xi) to the best knowledge of the Company no Lien in favor of any governmental authority for (A) any liability under Environmental Laws or regulations, or (B) damages arising from or costs incurred by such governmental authority in response to a Release of a Hazardous Material into the environment, has been filed or attached to the Company's or any of its Subsidiaries' Facilities; provided that a breach of a representation under this Section 11.16 by the Company Substances against MDI or any of its Subsidiaries shall not constitute an Event or any of Default under Section 10.1 unless such breach may reasonably their property which are outstanding or have been outstanding during the past two years, and there are no circumstances that could be expected to result in liability to form the Company or basis for any of the foregoing, MDI and its Subsidiaries have made available to Buyer copies of any environmental reports, studies or analyses in excess its possession relating to owned or leased real property or the operations of $100,000 MDI or result in a Material Adverse Effect. The foregoing representations and warranties shall survive the expiration or earlier termination of this Agreement until such time as the environmental indemnity referred to in Section 8.16 hereof is terminatedits Subsidiaries.

Environmental Status. Except as disclosed on Schedule 11.16 described in SCHEDULE 4.33 hereto, : (iA) the operations of the Company ARCA is and each of its Subsidiaries comply has been in all material respects compliance with all applicable Environmental Laws; (iiB) ARCA has obtained all permits, approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("ENVIRONMENTAL PERMITS") and is and has been in compliance with their requirements; (C) such Environmental Permits do not, in connection with the Company and each of its Subsidiaries have no environmentalMerger, health and safety Permits and require the consent or approval of, or any filing with or notice to, any governmental authority; (D) to the best of the CompanyARCA's knowledge, there are no such permits underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are necessary for its operationbeing or have been treated, stored or disposed of on any leased real property; (iiiE) the Company to ARCA's knowledge, there is no asbestos or asbestos- containing material on any leased real property in violation of applicable Environmental Laws; (F) ARCA has not released, discharged or disposed of Hazardous Substances except in compliance with Environmental Laws at any real property owned by any third party or any real property leased; (G) ARCA is not undertaking, and each has not completed, any investigation or assessment or remedial or response action relating to any such release, discharge or disposal of its Subsidiaries and all of their present Facilities or operationscontamination with Hazardous Substances at any site, as well as location or operation, either voluntarily or pursuant to the knowledge order of the Company and its Subsidiaries their past Facilities or operations, are not subject to any outstanding written order or agreement with any governmental authority or private party respecting (a) any Environmental Laws, (b) any Remedial Action, or (c) any Environmental Claims arising from the Release of a Hazardous Material into the environment; (iv) none of the operations of the Company or any of its Subsidiaries is subject to any judicial or administrative proceeding under any Environmental Law; (v) to the best of the knowledge of the Company and its Subsidiaries, none of the operations of the Company or any of its Subsidiaries is the subject of any Federal or state investigation evaluating whether any Remedial Action is needed to respond to a Release of any Hazardous Material into the environment in violation requirements of any Environmental Law; and (viH) neither the Company nor any of its Subsidiaries there are no past or pending or, to the knowledge of the Company and its Subsidiaries ARCA, threatened actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any predecessor of the Company or any Subsidiary has filed any notice under Environmental Law indicating past or present treatment, storage, or disposal of a hazardous waste in violation of any Environmental Law or reporting a Release of a Hazardous Material into the environment; (vii) way to the best of the knowledge of the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Material into the environment; (viii) none of the Company's or any Subsidiary's operations involve the generation, transportation, treatment or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any applicable state equivalent; (ix) neither the Company nor any of its Subsidiaries has disposed of any Hazardous Material by placing it in or on the ground or waters of any premises owned, leased or used by the Company or such Subsidiary and to the knowledge of the Company and its Subsidiaries neither has any lessee, prior owner, or other person; (x) to the best knowledge of the Company no underground storage tanks or surface impoundments, as referred to in the Environmental Laws, are on the Company's any Environmental Permits or any of its Subsidiaries' Facilities; and (xi) to the best knowledge of the Company no Lien in favor of any governmental authority for (A) any liability under Environmental Laws Hazardous Substances against ARCA which is outstanding or regulations, or (B) damages arising from or costs incurred by such governmental authority in response to a Release of a Hazardous Material into the environment, has been filed or attached outstanding during the past two years, and to the CompanyARCA's or any of its Subsidiaries' Facilities; provided knowledge, there are no circumstances that a breach of a representation under this Section 11.16 by the Company or any of its Subsidiaries shall not constitute an Event of Default under Section 10.1 unless such breach may reasonably could be expected to result in liability to form the Company or basis for any of the foregoing. ARCA has made available to CyberGuard copies of any environmental reports, studies or analyses in its Subsidiaries in excess possession relating to owned or leased real property or the operations of $100,000 or result in a Material Adverse Effect. The foregoing representations and warranties shall survive the expiration or earlier termination of this Agreement until such time as the environmental indemnity referred to in Section 8.16 hereof is terminatedARCA.

Environmental Status. Except as disclosed on Schedule 11.16 hereto, (i) the operations of the Company Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) the Company Borrower and each of its Subsidiaries have no environmental, health and safety Permits and to the best of the CompanyBorrower's knowledge, no such permits are necessary for its operation; (iii) the Company Borrower and each of its Subsidiaries and all of their present Facilities or operations, as well as to the knowledge of the Company Borrower and its Subsidiaries their past Facilities or operations, are not subject to any outstanding written order or agreement with any governmental authority Governmental Authority or private party respecting (a) any Environmental Laws, (b) any Remedial Action, or (c) any Environmental Claims arising from the Release of a Hazardous Material into the environment; (iv) none of the operations of the Company Borrower or any of its Subsidiaries is subject to any judicial or administrative proceeding under any Environmental Law; (v) to the best of the knowledge of the Company Borrower and its Subsidiaries, none of the operations of the Company Borrower or any of its Subsidiaries is the subject of any Federal or state investigation evaluating whether any Remedial Action is needed to respond to a Release of any Hazardous Material into the environment in violation of any Environmental Law; (vi) neither the Company Borrower nor any of its Subsidiaries or to the knowledge of the Company Borrower and its Subsidiaries any predecessor of the Company Borrower or any Subsidiary has filed any notice under Environmental Law indicating past or present treatment, storage, or disposal of a hazardous waste in violation of any Environmental Law or reporting a Release of a Hazardous Material into the environment; (vii) to the best of the knowledge of the Company Borrower and its Subsidiaries, neither the Company Borrower nor any of its Subsidiaries has any contingent liability in connection with any Release of any Hazardous Material into the environment; (viii) none of the CompanyBorrower's or any Subsidiary's operations involve the generation, transportation, treatment or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any applicable state equivalent; (ix) neither the Company Borrower nor any of its Subsidiaries has disposed of any Hazardous Material by placing it in or on the ground or waters of any premises owned, leased or used by the Company Borrower or such Subsidiary and to the knowledge of the Company Borrower and its Subsidiaries neither has any lessee, prior owner, or other person; (x) to the best knowledge of the Company Borrower no underground storage tanks or surface impoundments, as referred to in the Environmental Laws, are on the CompanyBorrower's or any of its Subsidiaries' Facilities; and (xi) to the best knowledge of the Company Borrower no Lien in favor of any governmental authority Governmental Authority for (A) any liability under Environmental Laws or regulations, or (B) damages arising from or costs incurred by such governmental authority Governmental Authority in response to a Release of a Hazardous Material into the environment, has been filed or attached to the CompanyBorrower's or any of its Subsidiaries' Facilities; provided that a breach of a representation under this Section 11.16 by the Company Borrower or any of its Subsidiaries shall not constitute an Event of Default under Section 10.1 unless such breach may reasonably be expected to result in liability to the Company Borrower or any of its Subsidiaries in excess of $100,000 or result in a Material Adverse Effect. The foregoing representations and warranties shall survive the expiration or earlier termination of this Agreement until such time as the environmental indemnity referred to in Section 8.16 hereof is terminated.

Environmental Status. Except as disclosed on Schedule 11.16 hereto, (i) the operations of the Company Borrowers and each of its their Subsidiaries comply in all material respects with all applicable Environmental Laws; (ii) the Company Borrowers and each of its their Subsidiaries have no environmental, health and safety Permits and to the best of the Company's Borrowers' knowledge, no such permits are necessary for its operation; (iii) the Company Borrowers and each of its their Subsidiaries and all of their present Facilities or operations, as well as to the knowledge of the Company Borrowers and its their Subsidiaries their past Facilities or operations, are not subject to any outstanding written order or agreement with any governmental authority Governmental Authority or private party respecting (a) any Environmental Laws, (b) any Remedial Action, or (c) any Environmental Claims arising from the Release of a Hazardous Material into the 107 environment; (iv) none of the operations of the Company Borrowers or any of its their Subsidiaries is subject to any judicial or administrative proceeding under any Environmental Law; (v) to the best of the knowledge of the Company Borrowers and its their Subsidiaries, none of the operations of the Company Borrowers or any of its their Subsidiaries is the subject of any Federal or state investigation evaluating whether any Remedial Action is needed to respond to a Release of any Hazardous Material into the environment in violation of any Environmental Law; (vi) neither the Company Borrowers nor any of its their Subsidiaries or to the knowledge of the Company Borrowers and its their Subsidiaries any predecessor of the Company Borrowers or any Subsidiary has filed any notice under Environmental Law indicating past or present treatment, storage, or disposal of a hazardous waste in violation of any Environmental Law or reporting a Release of a Hazardous Material into the environment; (vii) to the best of the knowledge of the Company Borrowers and its their Subsidiaries, neither the Company Borrowers nor any of its their Subsidiaries has any contingent liability in connection with any Release of any Hazardous Material into the environment; (viii) none of the Company's Borrowers' or any Subsidiary's operations involve the generation, transportation, treatment or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any applicable state equivalent; (ix) neither the Company Borrowers nor any of its their Subsidiaries has disposed of any Hazardous Material by placing it in or on the ground or waters of any premises owned, leased or used by the Company such Borrower or such Subsidiary and to the knowledge of the Company Borrowers and its their Subsidiaries neither has any lessee, prior owner, or other person; (x) to the best knowledge of the Company Borrowers no underground storage tanks or surface impoundments, as referred to in the Environmental Laws, are on the Company's Borrowers' or any of its Subsidiaries' Facilities; and (xi) to the best knowledge of the Company Borrowers no Lien in favor of any governmental authority Governmental Authority for (A) any liability under Environmental Laws or regulations, or (B) damages arising from or costs incurred by such governmental authority Governmental Authority in response to a Release of a Hazardous Material into the environment, has been filed or attached to the Company's Borrowers' or any of its their Subsidiaries' Facilities; provided that a breach of a representation under this Section 11.16 by the Company Borrower or any of its their Subsidiaries shall not constitute an Event of Default under Section 10.1 unless such breach may reasonably be expected to result in liability to the Company Borrowers or any of its their Subsidiaries in excess of $100,000 or result in a Material Adverse Effect. The foregoing representations and warranties shall survive the expiration or earlier termination of this Agreement until such time as the environmental indemnity referred to in Section 8.16 hereof is terminated.